30. Share-based payment plans and arrangements

The Group has share-based long-term incentive plans for certain members of management and other key employees and talents. The members of the Board of Directors receive a part of their total compensation under share-based payment arrangements. These plans and arrangements have an insignificant impact on the Group’s result.

The Group expects to settle its obligations under its equity-settled plans and arrangements using own shares (treasury shares) or, alternatively, using shares issued from its conditional share capital (see note 25). The majority of the Group’s share-based payment plans and arrangements are equity-settled.

Share-based long-term incentive plans for SIG employees

Performance share unit plan

The Group grants performance share units (“PSUs”) to the members of the Group Executive Board and certain other members of management on an annual basis. The PSU plans have equivalent terms and vesting conditions, including a three-year service vesting condition.

One PSU represents the contingent right to receive one SIG share. The number of granted PSUs is determined by dividing each participant’s award under the plan by the volume-weighted average of the closing prices of the SIG share over the last 20 trading days prior to the grant date as per the PSU regulations. The number of PSUs that vest depends on the Group’s long-term performance over the three-year vesting period. The plans include the following vesting conditions:

• Service condition: Continuous employment through to the vesting date.

• Two non-market performance conditions: Achievement of a cumulative diluted adjusted earnings per share target and a cumulative free cash flow target.

• One market performance condition: Achievement of a relative total shareholder return target, measured relative to the SMI MID (SMIM) Total Return Index (with a vesting factor capped at 1.0 for a negative absolute TSR).

At vesting, the three performance conditions are first assessed individually to determine the level of achievement of the set targets (in a range from 0% to 200%). The achievement percentage of each performance condition is then combined based on a relative weighting of the performance conditions (50% for the relative total shareholder return target and 25% each for the earnings per share and cash flow targets). The combined vesting multiple determines how many shares the plan participants are entitled to receive at the end of the vesting period.

The fair value of one PSU is calculated based on a Monte Carlo simulation model, which reflects the probability of over- or underachieving the market performance condition. The model also takes into account various inputs such as the closing share price of one SIG share on the grant date and adjusts for expected dividends (discounted at a risk-free interest rate) to which the plan participants are not entitled until the PSUs vest after three years.

The table below provides an overview of the annual management PSU plans.

The Group settled its obligation under the 2022 and 2021 PSU plans by delivering treasury shares (see note 25). The total amount of €2.5 million recognized as a share-based payment expense for the 2022 PSU plan has been recognized as a decrease in equity (€3.5 million for the 2021 PSU plan). The difference between this amount and the cost of the delivered treasury shares is presented as an adjustment of additional paid-in capital.

The table below provides a reconciliation of the outstanding management PSUs.

Any resignation of members of the Group Executive Board results in forfeitures of a certain number of granted PSUs as per the good and bad leaver clauses in the PSU plan regulations. 132,817 of the forfeited PSUs in 2025 relate to a member of the Group Executive Board.

14,893 of the forfeited PSUs in 2025 relate to a conversion of a one-time grant of PSUs to a member of the Group Executive Board in 2023 into a new RSU grant in 2025 (see the section below).

Restricted share unit plan

The Group grants a small number of restricted share units (“RSUs”) to a limited number of employees on an annual basis. One RSU represents the contingent right to receive one SIG share, subject to the fulfilment of an in general three-year service vesting condition.

RSUs under the 2022 and 2021 RSU plans vested on March 31, 2025 and March 31, 2024, respectively. The Group settled its obligation by delivering treasury shares. In the year ended December 31, 2025, two employees were granted in total 42,082 RSUs, of which 25,322 RSUs relate to a member of the Group Executive Board (none under the 2024 RSU plan).

Equity investment plan

The Group has an annual equity investment plan (“EIP”) for a wider group of management in leadership positions and other key employees and talents, under which the participants may choose to invest in SIG shares at market value. The shares are blocked for three years. For each purchased share, the Group grants the participants two matching options to purchase another two shares at a predefined exercise price at the end of a three-year vesting period. The options can be exercised during a ten-month period after the vesting date. The fair value of one option is calculated using the Black-Scholes model.

The table below provides an overview of the annual EIPs.

A total of 353,194 not yet vested options under all EIPs were outstanding as of December 31, 2025, of which 9,150 options were held by a member of the Group Executive Board (369,758 options as of December 31, 2024, of which 18,640 options were held by a member of the Group Executive Board).

Integration plans

As part of the integration of Scholle IPN and Evergreen Asia into the Group, 41 employees who are key to the integration were granted a total of 302,792 PSUs under two smaller PSU integration plans in August 2022. One of the plans is cash-settled. One PSU represents the contingent right to receive one SIG share. The number of PSUs that vest depends on the achievement of certain targets, including targets linked to the performance and integration of the two acquired businesses.

A total of 221,866 PSUs under the integration plans were outstanding as of the vesting date of December 31, 2025, of which 10,469 PSUs were held by a member of the Group Executive Board (234,128 PSUs as of December 31, 2024, of which 10,469 PSUs were held by a member of the Group Executive Board). No shares vested as the set targets were not achieved.

Leadership continuity plan

In the context of the ongoing transformation and recent leadership changes (see note 4), the Board of Directors has approved a RSU grant for the core leadership team, including the Group Executive Board. The purpose of this one-off RSU plan is to reinforce stability during a period of strategic repositioning and to support the consistent execution of the Company’s long-term strategic priorities. One RSU represents the contingent right to receive one SIG share, subject to the fulfilment of a one-year service vesting condition. Vested shares are blocked for two years.

25 employees were granted a total of 264,348 RSUs under the leadership continuity plan on October 1, 2025, of which 154,710 RSUs relate to members of the Group Executive Board. The fair value of one RSU was CHF 8.04 as of the grant date. The RSUs outstanding as of December 31, 2025 remain unchanged compared to the grant date.

Share-based payment arrangements for members of the Board of Directors

The members of the Board of Directors receive 40% of their total compensation in SIG shares that are blocked for three years. The grant date is the date of the Annual General Meeting (normally held in April), when the total compensation package for the next term of office is approved. The compensation is paid out four times during the one-year term of office (i.e. there are four award dates, each relating to work performed during the quarter before the respective award date). The fair value of one blocked share is calculated based on the closing share price of one SIG share on the grant date.

The Group granted 70,333 blocked shares to the members of the Board of Directors in the year ended December 31, 2025 (54,740 blocked shares in the year ended December 31, 2024). The fair value of one granted instrument was CHF 15.09 as of the grant date in the year ended December 31, 2025 (CHF 19.36 in the year ended December 31, 2024). The blocked shares have been delivered using treasury shares.

Share-based payment expense

The share-based payment expense recognized as a personnel expense for the year ended December 31, 2025 relating to the PSU, RSU, equity investment, integration and leadership continuity plans for SIG employees amounts to €3.0 million, of which €1.6 million relates to members of the Group Executive Board.

The share-based payment expense (including adjustments due to varying plan performance) recognized as a personnel expense for the year ended December 31, 2024 relating to the above plans for all SIG employees totaled €1.5 million. The share-based payment expense for only the members of the Group Executive Board amounted to €1.7 million.

The share-based payment expense recognized as part of general and administrative expenses for the year ended December 31, 2025 relating to the arrangement for the Board of Directors amounts to €1.0 million (€1.0 million for the year ended December 31, 2024).